EXHIBIT 10.09(b)

                                      NOTE
                                      ----

          For value received, the undersigned, Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch"), hereby promises to pay to ML Principal
Protection L.P. (the "Partnership"), a Delaware limited partnership, or to its
registered assigns, the principal sum in the amount of the Net Assets (as
defined in the Partnership's Third Amended and Restated Limited Partnership
Agreement dated as of _________, 1996 of the Partnership at Merrill Lynch upon
the termination of the Custody Agreement dated as of _______, 1996 between
Merrill Lynch and the Partnership (the "Custody Agreement"), plus interest
income at month-end for each month during the term of this Note at a rate equal
to 0.50% per annum below the average yield on 91-day U.S. Treasury bills issued
during such month on 100% of the Partnership's average daily "total assets"
(cash on deposit adjusted to include open trade equity and funds in collection
or in settlement) maintained at Merrill Lynch. Payment of all interest due
hereunder shall be made by direct deposit by Merrill Lynch to the account of the
Partnership carried by Merrill Lynch; payment of the principal hereunder 

 
shall be made by wire transfer to the account of the Partnership as instructed
by the Partnership.

          This Note shall be binding upon and inure to the benefit of Merrill
Lynch and its successors and assigns, and the Partnership and its successors and
registered assignees.  The Partnership, or any registered assignee of this Note,
may transfer the right to receive payments hereunder only by surrendering this
Note to Merrill Lynch together with a duly executed, written instrument of
assignment in form and substance acceptable to Merrill Lynch.  Merrill Lynch
shall maintain a register (the "Note Register") in which it shall initially
record the name of the Partnership as the holder of such right.  Upon surrender
of this Note for assignment as provided above, Merrill Lynch shall enter the
name of the assignee upon the Note Register and immediately reissue this Note in
the name of the registered assignee.  Prior thereto, Merrill Lynch shall treat
the party last appearing on the Note Register as conclusively entitled to
receive all payments under this Note.

          This Note shall be effective as of the date of the Custody Agreement
and shall terminate on the date of the 

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termination of the Custody Agreement. If during any month the Custody Agreement
shall terminate other than on the last day of the month, any interest due
hereunder shall be prorated on the basis of the number of days during such month
that the Custody Agreement was in effect compared to the total number of days in
such month.

          This Note shall be deemed to be made under, governed by and construed
in accordance with the laws of the State of New York.


                                   MERRILL LYNCH, PIERCE, FENNER
                                    & SMITH INCORPORATED



                                   By: _______________________________
                                        Name:________________________
                                        Title:_______________________



Dated:  _______ __, 1996

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